8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2024

B. RileyFinanCIAl, Inc.

(Exact name of registrant as specified in its charter)

11100 Santa Monica Blvd., Suite 800

Los

Angeles, CA 90025

(310) 966-1444

(Address,

Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b)of the Act:

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, B. Riley Financial, Inc., a Delaware corporation (the “Company”) and the Company’s wholly owned subsidiary, BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (as amended prior to the Fourth Amendment (as defined below), the “Existing Credit Agreement”), dated August 21, 2023, by and among the Company, the Borrower, the lenders party thereto, Nomura Corporate Funding Americas, LLC, as administrative agent (the “Administrative Agent”) and Computershare Trust Company, N.A., as collateral agent (the “Collateral Agent”), providing for a $500 million secured term loan credit facility (the “Term Loan Facility”) and a $100 million secured revolving loan credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”).

On September 17, 2024 (the “Amendment Effective Date”), the Company, the Borrower and each of the subsidiary guarantors of the Facilities entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment” and the Existing Credit Agreement as amended by the Fourth Amendment, the “Credit Agreement”), with each of the lenders party thereto and the Administrative Agent. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement.

On the Amendment Effective Date, the Borrower repaid a portion of the principal of the Term Loans and accrued and unpaid interest on the portion of the Term Loans so repaid in an aggregate amount of approximately $85.9 million. After giving effect to the repayment, the outstanding principal amount of Term Loans as of September 17, 2024, was $388,126,873. In addition, the Borrower paid the accrued and unpaid Commitment Fee on the Revolving Credit Facility through the Amendment Effective Date and terminated the Revolving Credit Facility on the Amendment Effective Date.

In addition, the parties agreed to, among other things:

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 20, 2024, Kenny Young resigned from his positions as the President of the Company, the Chief Executive Officer of B. Riley Principal Investments, LLC, and other officer roles at certain other Company subsidiaries. He will continue to provide services to the Company as a consultant in accordance with a one year consulting agreement entered into concurrently, pursuant to which he will be paid an annual fee of $250,000 paid monthly.

In addition to and as part of the above, that certain services agreement dated November 19, 2018 between BRPI Executive Consulting, LLC, an indirect subsidiary of the Company (“BRPI Consulting”), and Babcock & Wilcox Enterprises, Inc. (“B&W”), pursuant to which Mr. Young has served as the Chief Executive Officer of B&W, was terminated on September 20, 2024. On September 20, 2024, B&W entered into an agreement with an entity wholly owned by Mr. Young, pursuant to which Mr. Young will continue to serve as the Chief Executive Officer of B&W, effective as of September 20, 2024.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 23, 2024

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